BYLAWS

Second Amended Code of Regulations of

Percheron Horse Association of America

Education and Charitable Fund

An Ohio non-profit Corporation

ARTICLE I: NAME & PRINCIPAL OFFICE

The name of this corporation is PERCHERON HORSE ASSOCIATION OF AMERICA EDUCATION AND CHARITABLE FUND (hereinafter referred to as the “Corporation”. The Corporation is organized as a non-profit corporation of the state of Ohio with its principal office in the City of Millersburg, County of Holmes, State of Ohio.

ARTICLE II: PURPOSE

The corporation is organized for the purpose and with the object of providing cultural, historical, and educational insight into the Percheron draft horse to the future youth and breeders of Percheron horses; To conduct studies, instruct, train and research for the continuous growth and perpetuation of the Percheron draft horse of America; To make available gifts, grants, and scholarships to the youth for continuous perpetuation of the Percheron horse.

ARTICLE III: THE BOARD OF TRUSTEES

Section 1. Number and Powers.

The property, funds, and affairs of the corporation shall be managed, controlled, and conducted by a Board of five (5) Trustees, and all powers of the Corporation, except as otherwise provided by law, by the Articles of Incorporation or by these Regulations, are to be exercised by the Board of Trustees, including the establishment of annual operating budgets. The number of trustees may be changed at any meeting of the Board of Trustees, provided, however, that the number of trustees shall not be less than three (3).

Section 2. Term of Office

Following the initial term of each trustee (as set by drawing and as noted in the Corporation’s minutes, dated October 24,1991), the term of each trustee shall be five (5) years, at the expiration of which time each trustee will be; i) re-elected for another five(5) year term or ii) replaced by majority vote of the then-sitting trustees of this Corporation. All trustees shall continue in office until their successors have been elected.

Section 3. Vacancies

In case of any vacancy among trustees of the Corporation caused by death, resignation, or other cause, the President shall appoint a successor trustee to serve the unexpired term.

Section 4. Meetings of the Board of Trustees

(i) Annual Meetings/ Regular Meetings

The Board of Trustees shall hold one (1) Annual Meeting at such date, time, and location as shall be determined by the President. Notice of Annual Meetings or Regular Meetings of the Board of Trustees shall be provided in writing and shall be mailed to each trustee at their last known address not less than five (5) days before the date for the meeting. The Annual Meeting shall be held annually in the last weekend of October. If specified in the notice, any meeting of the Board of Trustees may be held by telephone conference.

(ii) Special Meetings

Special meetings of the Board of Trustees may be called by the President, or by any other officer upon the request of not fewer than a majority of the members of the Board of Trustees. Notice of the time and place of such special meetings shall be given by mail to all members of the Board of Trustees at their last known address so that it is received at least two days prior to the date of the meeting. The notice shall specify the purpose of the special meeting. If specified in the notice, any special meeting of the Board of Trustees may be held by telephone conference.

Section 5. Quorum

A quorum for the transaction of business by the Board of Trustees shall consist of the presence at any meeting of the majority of trustees.

Section 6. Vote

At all meetings of the Board of Trustees, each trustee shall be entitled to one vote for a total of five (5) votes.

In the event the President and Secretary believe it is necessary to obtain the vote of the trustees of the Corporation in a matter requiring immediate attentions, said question may be submitted by the President and the Secretary to the trustees by mail, with the request that the trustees return their vote to the Secretary for or against said question. The unanimous vote of the trustees so received by mail shall be conclusive upon said question and the result of said vote shall be reported at the next Annual Meeting of the Board of Trustees and duly recorded in the minutes thereof. Provided, however, that this provision shall not apply to any action specifically required by this Code of Regulations to be taken at a meeting of the Board of Trustees.

Section 7. Proxies

Attending or voting by proxy shall not be permitted.

Section 8. Compensation

Trustees as such shall not receive any compensation for their services.

Section 9. Bylaws

The Board of Trustees may adopt, and from time to time amend, such Bylaws as it may deem necessary for the conduct of the business of the Board of Trustees, officers, and committees, subject to the limitations of law and of this Code of Regulations.

Section 10. Duties

It shall be expected of all trustees that they shall attend all meetings, be willing to give freely of their time and effort in helping to resolve the problems of the Corporation and that they be continually conscious of the responsibility toward the Percheron breed and the Corporation. In the event a trustee fails to abide by these standards, a trustee may be removed by a majority vote of the remaining trustees.

Section 11. Waiver of Notice of Meetings

Notice of the time, place and purpose of any meeting of the trustees may be waived in writing either before or after the holding of such meeting by any trustee, which writing shall be entered on the records of the meeting. The attendance of any trustee at any such meeting without protesting, prior to or at the commencement of such meeting shall be deemed to be a waiver by him or her of notice of such meeting.

ARTICLE IV: OFFICERS

Section 1. Appointment of Officers

The officers of the Corporation shall be elected by the Board of Trustees at its Annual Meeting and shall consist of a President, a Vice-President, a Secretary, and a Treasurer. All officers shall be elected to one-year terms but shall serve until their successors are elected, provided, however, that the Secretary and Treasurer may be elected to terms greater than one year, but not to exceed three (3) years. The President and the Vice-President shall be elected from the members of the Board of Trustees. The offices of Secretary and Treasurer may be held by the same individual. All officers shall have such authority and duties as usually pertain to their respective offices and such additional authority and duties as may be prescribed by the Board of Trustees. The enumeration of special powers and duties set forth below shall not limit the generality of the foregoing.

Section 2. Other Support Needs

The Board of Trustees may authorize employment of or contracting for accountants, attorneys, or other consultants and employees, as deemed necessary by the Board of Trustees.

ARTICLE VI: COMMITTEES

The Corporation may have Committees consisting of not less than one (1) trustee to perform different functions as directed by the President of the Board of Trustees. Committee members shall be appointed by the President and confirmed by the Board of Trustees.

ARTICLE VII: INDEMNIFICATION

Section 1. Right to Indemnification and Payment of Expenses

This Corporation shall indemnify and pay the expenses of any person described in, and entitled to indemnification or payment of expenses under, the provisions of Section 1702.12(E) of the Ohio Revised Code as such section may be amended or superseded from time to time and to the full extent permitted thereby.

Section 2. Purchase of Insurance

This Corporation may purchase and carry insurance on behalf of any such person against any liability that may be asserted against him or incurred by him in any such capacity or arising out of his status as such, regardless of whether this Corporation would have the power to indemnify him against such liability. Recourse shall be made to any such insurance prior to the satisfaction of any claim for indemnification directly from the assets of this Corporation.

Section 3. Right not Exclusive

The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, this Code of Regulations, any agreement, any insurance purchased by this Corporation, vote of trustees or otherwise, and shall continue as to a person who has ceased to be a trustee, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, and administrations of such persons; provided, however, there shall be no duplicate payments by or on behalf of this Corporation.

ARTICLE VIII: AMENDMENTS

This Code of Regulations may be repealed, modified, altered, or amended, or a new Code of Regulations may be adopted at any regular or special meeting of the Board of Trustees of this Corporation by a majority vote of the trustees.

ARTICLE IX: DISSOLUTION

This Corporation shall be dissolved only upon a unanimous vote of the total number of Trustees.

ARTICLE X: ORDER OF BUSINESS & RULES OF PROCEDURE

Section 1. Order of Business

The regular order of business at all meetings of the Board of Directors, except at the Annual Meeting of the Board of Directors, shall be as follows:

Meeting called to order;
Roll call;
Reading and approval of Minutes of preceding meeting;
Report of Committees;
Consideration of special or unfinished business;
Consideration of general business;
Adjournment

Section 2. Order of Business at Annual Meeting

Meeting called to order;
Roll call;
President’s address;
Reading and approval of Minutes of preceding Annual Meeting;
Report of Secretary;
Report of Treasurer;
Report of Committees;
Consideration of unfinished business;
Consideration of new business;
Consideration of general business;
Adjournment

Section 3. Parliamentary Procedure

Robert’s Rules of Order shall be considered authority and shall govern on all matters involving parliamentary procedure except in cases where the same shall conflict with this Code of Regulations or any provision of law, in which cases this Code of Regulations and the applicable law shall prevail. Any motion or resolution, at the request of any trustee, shall be reduced to writing before the same shall be acted upon.

ARTICLE XI: DISPUTE RESOLUTION

Any dispute in the operation of the Corporation shall be resolved by a majority vote of the Board of Trustees.

ARTICLE XII: SIGNATURE & TRANSFER

The signature of the Secretary or the Treasurer, or the Secretary-Treasurer if the same offices are held by one individual, only shall be required for the transfer of funds, stock, securities or certificates of any nature held by the Corporation. No broker, bank, custodian, or registrar of securities shall be required or obligated to inquire into the authority of the Secretary or the Treasurer, or the Secretary-Treasurer if the same offices are held by one individual, to transfer or sell any stock, securities or certificates of any nature owned by the Corporation, or to make any changes in any investments of the Corporation, and the signature of the Secretary or the Treasurer, or the Secretary-Treasurer if the same offices are held by one individual, shall by sufficient authority to any such broker, bank, custodian, or registrar to effect such transfer, sale, or exchange in the investments of the Corporation.

Code of Regulations Adopted: September 19, 1990

Code of Regulations: First Amendment: October 24, 1991

Code of Regulations: Second Amendment: 1999